Employee Restrictive Covenant Agreement

“Competitive Business” means the business activities described in Cover Terms under Competitive Business, defined by reference to the duties Employee actually performed for Employer rather than every line of Employer's business.

“Confidential Information” means non-public information relating to Employer's business, including trade secrets, customer lists, pricing, business processes, technical data, and strategic plans, but excluding information that becomes public through no fault of Employee.

“Covered Customers” means customers, vendors, referral sources, and business partners with whom Employee had material contact or for whom Employee had responsibility during the 12 months before termination of employment. Covered Customers does not include prospective clients Employer had not obtained.

“Covered Employees” means employees with whom Employee worked or whom Employee managed during the 12 months before termination of employment.

“Passive Public Holdings” means ownership of securities of a publicly traded company representing less than five percent of any class of such company's securities, and interests in diversified mutual funds, index funds, and exchange-traded funds that may hold securities of a Competitive Business.

“Protected Interests” means Employer's Confidential Information, Trade Secrets, and goodwill in existing customer, vendor, referral-source, and business-partner relationships.

“Restricted Period” means the duration specified in Cover Terms for each covenant, beginning on the date Employee's employment with Employer ends for any reason, and extended only as expressly provided in the Tolling and Extension During Breach section.

“Restricted Territory” means the geographic area described in Cover Terms under Restricted Territory.

“Solicit” means to actively contact, approach, persuade, request, petition, induce, or encourage any person or entity for the purpose of diverting business away from Employer or of causing a Covered Employee to leave Employer, but does not include responding to general advertisements or unsolicited inquiries not initiated by Employee.

“Trade Secrets” means information qualifying as a trade secret under applicable law.

Employer and Employee acknowledge that each restrictive covenant is supported by valuable consideration and protects Employer's Protected Interests.

The parties acknowledge that this agreement is supported by valuable consideration. If this agreement is signed at the outset of employment, the offer and commencement of employment is the consideration for the covenants. If Employee signs after employment has begun, the new consideration stated in Cover Terms under Mid-Employment Consideration is exchanged for the covenants. Employee acknowledges having had the opportunity to consult with independent legal counsel before signing this agreement. This agreement is effective as of the Effective Date listed in Cover Terms.

Each restrictive covenant and any amendment changing its scope must be in writing and signed by Employee.

Employee must treat all Confidential Information as strictly confidential. Employee must not use or disclose Confidential Information except as required to perform authorized job duties or with Employer's prior written consent. Employee's obligations regarding trade secrets continue in perpetuity, for as long as the information remains a trade secret. Employee's obligations regarding other Confidential Information continue for the period specified in Cover Terms. This confidentiality obligation operates alongside, and independent of, any restrictive covenant in this agreement, and does not restrict Employee's use of the general knowledge, skill, and experience Employee acquired during employment.

Nothing in this agreement prohibits Employee from: (a) reporting possible violations of law to any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, or any other federal, state, or local agency; (b) making disclosures protected under whistleblower provisions of any law; (c) discussing wages, hours, or other terms and conditions of employment as protected by applicable law, including Section 7 of the National Labor Relations Act (29 U.S.C. § 157); (d) testifying truthfully in legal proceedings; or (e) filing a sealed complaint in court using Confidential Information without liability. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee may not be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

Upon termination of employment, Employee must promptly return to Employer all documents, devices, files, credentials, and other materials containing or relating to Confidential Information. Where permitted, Employee must permanently delete electronic copies of Confidential Information from personal devices and accounts. Employee must certify compliance with this section in writing upon Employer's request.

During the Restricted Period, Employee must not Solicit, recruit, or induce any Covered Employee to leave Employer. This restriction requires active persuasion; it does not prohibit Employee from providing a professional reference upon request, and it does not by its terms reach the hiring of a person who applies on their own initiative or in response to a general advertisement not directed specifically at Employer's employees. This covenant reaches only Covered Employees during the Restricted Period and is no broader than necessary to protect Employer's workforce stability and goodwill.

During the Restricted Period, Employee must not Solicit the business of any Covered Customer with whom Employee had material contact. This covenant does not reach prospective clients Employer never obtained.

During the Restricted Period, Employee must not accept, service, or do business with any Covered Customer with whom Employee had material contact, whether Employee or the Covered Customer initiates contact.

During the Restricted Period, Employee must not acquire or hold any active ownership interest in, serve as a director, officer, manager, or advisor to, or have material economic participation in any Competitive Business. Passive Public Holdings are permitted.

During the Restricted Period specified in Cover Terms for Non-Disparagement, Employee must not make statements that are intended to or reasonably likely to disparage Employer, its officers, directors, employees, products, or services. This section does not restrict Employee from making truthful statements in legal proceedings, providing truthful testimony, making disclosures to government agencies, or exercising rights protected by law, including rights protected under Section 7 of the National Labor Relations Act.

If Employee is a physician, no covenant prohibits Employee from continuing care for an existing patient or complying with applicable patient-notification and access requirements.

Employee represents that performing duties for Employer and complying with this agreement does not conflict with any prior agreement, court order, or legal obligation binding on Employee. Employee must promptly disclose to Employer any potential conflict that arises during employment.

Employer may disclose the existence and terms of this agreement to any prospective employer or business associate of Employee if Employer has a reasonable belief that Employee may breach this agreement. Employee consents to this disclosure.

If Employee breaches any restrictive covenant in this agreement, the Restricted Period for that covenant is extended by one day for each day of the breach, up to the original Restricted Period.

Employee acknowledges that a breach of this agreement may cause Employer irreparable harm for which money damages would be inadequate. Employer may seek injunctive or other equitable relief in addition to any other remedies available at law.

If any distinctly severable provision is unenforceable, it is severed and the remaining provisions remain in effect.

Each restrictive covenant in this agreement survives the termination of Employee's employment for the Restricted Period specified in Cover Terms, as it may be extended under the Tolling and Extension During Breach section. Obligations under the Confidential Information and Trade Secret Protection section survive for the Trade Secrets Duration specified in Cover Terms to the extent they relate to trade secrets, and for the Other Confidential Information Duration specified in Cover Terms for other Confidential Information. All other provisions survive to the extent necessary to enforce rights that arose during employment. Each covenant states its own survival so that its duration is independently determinable.

Employee may not assign this agreement or any rights or obligations under it. Employer may assign this agreement to any affiliate, successor, or acquirer of all or substantially all of Employer's business or assets. This agreement is binding on and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.

North Carolina law governs this agreement, and the state and federal courts located in North Carolina have exclusive jurisdiction over disputes arising from it, subject to non-waivable applicable law.

This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and negotiations on this subject. This agreement may be amended only in writing signed by both parties, and any amendment changing the scope of a restrictive covenant must be signed by Employee. A party's failure to enforce any provision does not waive that party's right to enforce it later. This agreement may be executed in counterparts, including by electronic signature, each of which is an original.